NAVIENT CORP — Director's Dealing 2017

May 3, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NAVIENT CORP (NAVI)
CIK: 0001593538
Period of Report: 2017-05-01

Reporting Person: HYNES TIMOTHY J IV (EVP, Chief Risk&Compliance Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-01	Common Stock	F	1086	$15.45	Disposed	215489.114	Direct

Footnotes

F1: As previously reported, on May 1, 2014, the reporting person was granted 5,882 RSUs under the Navient Corporation 2014 Omnibus Incentive Plan representing the right to receive shares of Navient common stock in the future, which vest in one-third increments on each of the first, second and third anniversaries of the grant. On May 1, 2017, 1,961 shares of such RSUs were settled and an additional 258.8590 shares were issued to the reporting person upon the vesting of the related dividend equivalent rights. In connection with this settlement, 1,086 shares were withheld by Navient (as approved by the Navient Compensation and Personnel Committee) to satisfy the reporting person's tax withholding obligations.

F2: Dividend equivalent rights issued on unvested RSUs and PSUs are included in the reporting person's common stock holding balance.

F3: Also reflects the disposition of 0.8590 shares settled in cash upon the delivery of the related dividend equivalent rights, in accordance with the terms of the 2014 Navient Corporation Omnibus Incentive Plan.